The formation and disclosure of inside information
According to the decision on administrative punishment ( No. 11) disclosed on the website of Zhejiang Securities Regulatory Bureau on June 19, Ningbo Bowei alloy materials Co., Ltd. (hereinafter referred to as Bowei alloy) has successively received consultation calls from investors, suggesting that Ningbo bode High Tech Co., Ltd. (hereinafter referred to as Bowei group) controlled by the controlling shareholder of Bowei Group Co., Ltd. (hereinafter referred to as Bowei group) has Ltd. (hereinafter referred to as bode high tech) merged into the listed Bowei alloy, focusing on making a listed company bigger and stronger, and improving the stock price of Bowei alloy. Wang xsheng, the companys secretary of the board of directors, summarized these situations every month and reported to Xie, the actual controller and chairman of the company, at the regular investment meeting of Bowei alloy.
At the beginning of September 2018, when reporting to Xie, director of Bode high tech and director of Human Resources Department of Bowei alloy, Zhang Zhaojun proposed that, in view of the relatively large uncertainty of independent listing of Bode high tech, it is appropriate to put bode high tech into Bowei alloy from the perspective of employee interests. Xie asked Zhang for opinions on the preliminary idea of Bowei alloys acquisition of Bode high tech. Zhang said that it was more appropriate to consider personnel integration, company development and employee interests. Xie asked Zhang to keep the conversation confidential.
From the middle of October to the last ten days of October in 2018, Xie called Lu Xiaohui, the financial director of Bowei group, and Fu (in charge of investment) of Bowei alloys board secretary office to his office, and asked them for their opinions on the idea of Bowei alloys acquisition of Bode high tech. they discussed about three times before and after. On October 25, 2018, Xie completed the last program discussion with Lu and Fu, and formally decided to let Bowei alloy acquire bode high tech.
On October 29, 2018, Bowei alloy held an interim Board of directors to inform the participants of the intention, reason and purpose of the acquisition, and provided the acquisition plan and other materials. After the meeting, Fu called representatives of intermediary institutions to the listed company, informed the relevant acquisition matters and asked them to arrange personnel to enter the market. On October 30, 2018, Bowei alloy released the notice on planning major issues to disclose the above acquisition matters.
Ren and Zhang, the insider, both work on the 8th floor of Bowei alloy office building. Both of them belong to the human resources department. Zhang is the superior of Ren. The source of insider trading funds of Ren is the loan from the group guaranteed by Zhang. At 9:43 p.m. on October 25, 2018, Ren and Zhang had a 53 second call record.
Ren made an insider trading of 47400 shares of Bowei alloy and made a profit of more than 7600 yuan
Ren applied for a loan of 750000 yuan to Bowei group on October 23, 2018 on the ground of borrowing to buy a house, which was guaranteed by Zhang. On October 24, Xie was approved, and Bowei group transferred 750000 yuan to the tripartite deposit account of Rens Bank of China. On October 26, the 750000 yuan silver certificate was transferred into the securities account. On the same day, the securities account of Ren purchased 47400 shares of Bowei alloy, with a transaction amount of 307422 yuan, and a profit of 7689.62 yuan after calculation.
The above-mentioned illegal facts can be confirmed by relevant announcements, records of inquiries by the parties concerned, information of securities accounts, transaction records, bank statements, etc.
During the sensitive period of insider information, Ren contacted the insider of insider information and engaged in the securities trading related to the insider information, and his securities trading behavior was obviously abnormal, and Ren could not make reasonable explanation or provide evidence to exclude his use of insider information to engage in relevant securities trading activities. Rens above-mentioned behaviors violate the provisions of Article 73 and paragraph 1 of Article 76 of the securities law of 2005, and constitute the insider trading activities mentioned in article 202 of the securities law of 2005.
According to the fact, nature, plot and social harm degree of the partys illegal behavior, and according to the provisions of article 202 of the securities law of 2005, Zhejiang securities regulatory bureau decided to order Ren to dispose of the illegally held shares according to law, confiscate the illegal income of 7689.62 yuan and impose a fine of 100000 yuan.